Kansas City Southern Railway Co Watch

from S-4 15 pages This Note Has Not Been Registered Under the Securities Act of 1933, as Amended (The “Securities Act”), and May Not Be Offered, Sold, Pledged or Otherwise Transferred Except in Accordance With the Following Sentence. by Its Acquisition Hereof or of a Beneficial Interest Herein, the Acquirer (1) Represents That: (A) It and Any Account for Which It Is Acting Is a “Qualified Institutional Buyer” (Within the Meaning of Rule 144a Under the Securities Act) and That It Exercises Sole Investment Discretion With Respect to Each Such Account, (B) It Is an Institutional “Accredited Investor” (Within the Meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D Under the Securities Act) or (C) It Is Not a U.S. Person and Is Outside the United States (Within the Meaning of Regulation S Under the Securities Act); and (2) Agrees for the Benefit of the Issuer That It Will Not Offer, Sell, Pledge or Otherwise Transfer This Note or Any Beneficial Interest Herein, Except in Accordance With the Securities Act and Any Applicable Securities Laws of Any State of the United States and Only (A) to Parent, the Issuer or Any of Its Subsidiaries, (B) Pursuant to a Registration Statement Which Has Become Effective Under the Securities Act, (C) to a Qualified Institutional Buyer in Compliance With Rule 144a Under the Securities Act,

from S-4 15 pages This Note Has Not Been Registered Under the Securities Act of 1933, as Amended (The “Securities Act”), and May Not Be Offered, Sold, Pledged or Otherwise Transferred Except in Accordance With the Following Sentence. by Its Acquisition Hereof or of a Beneficial Interest Herein, the Acquirer (1) Represents That: (A) It and Any Account for Which It Is Acting Is a “Qualified Institutional Buyer” (Within the Meaning of Rule 144a Under the Securities Act) and That It Exercises Sole Investment Discretion With Respect to Each Such Account, (B) It Is an Institutional “Accredited Investor” (Within the Meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D Under the Securities Act) or (C) It Is Not a U.S. Person and Is Outside the United States (Within the Meaning of Regulation S Under the Securities Act); and (2) Agrees for the Benefit of the Issuer That It Will Not Offer, Sell, Pledge or Otherwise Transfer This Note or Any Beneficial Interest Herein, Except in Accordance With the Securities Act and Any Applicable Securities Laws of Any State of the United States and Only (A) to Parent, the Issuer or Any of Its Subsidiaries, (B) Pursuant to a Registration Statement Which Has Become Effective Under the Securities Act, (C) to a Qualified Institutional Buyer in Compliance With Rule 144a Under the Securities Act,

from S-4 15 pages This Note Has Not Been Registered Under the Securities Act of 1933, as Amended (The “Securities Act”), and May Not Be Offered, Sold, Pledged or Otherwise Transferred Except in Accordance With the Following Sentence. by Its Acquisition Hereof or of a Beneficial Interest Herein, the Acquirer (1) Represents That: (A) It and Any Account for Which It Is Acting Is a “Qualified Institutional Buyer” (Within the Meaning of Rule 144a Under the Securities Act) and That It Exercises Sole Investment Discretion With Respect to Each Such Account, (B) It Is an Institutional “Accredited Investor” (Within the Meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D Under the Securities Act) or (C) It Is Not a U.S. Person and Is Outside the United States (Within the Meaning of Regulation S Under the Securities Act); and (2) Agrees for the Benefit of the Issuer That It Will Not Offer, Sell, Pledge or Otherwise Transfer This Note or Any Beneficial Interest Herein, Except in Accordance With the Securities Act and Any Applicable Securities Laws of Any State of the United States and Only (A) to Parent, the Issuer or Any of Its Subsidiaries, (B) Pursuant to a Registration Statement Which Has Become Effective Under the Securities Act, (C) to a Qualified Institutional Buyer in Compliance With Rule 144a Under the Securities Act,

from S-4 15 pages This Note Has Not Been Registered Under the Securities Act of 1933, as Amended (The “Securities Act”), and May Not Be Offered, Sold, Pledged or Otherwise Transferred Except in Accordance With the Following Sentence. by Its Acquisition Hereof or of a Beneficial Interest Herein, the Acquirer (1) Represents That: (A) It and Any Account for Which It Is Acting Is a “Qualified Institutional Buyer” (Within the Meaning of Rule 144a Under the Securities Act) and That It Exercises Sole Investment Discretion With Respect to Each Such Account, (B) It Is an Institutional “Accredited Investor” (Within the Meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D Under the Securities Act) or (C) It Is Not a U.S. Person and Is Outside the United States (Within the Meaning of Regulation S Under the Securities Act); and (2) Agrees for the Benefit of the Issuer That It Will Not Offer, Sell, Pledge or Otherwise Transfer This Note or Any Beneficial Interest Herein, Except in Accordance With the Securities Act and Any Applicable Securities Laws of Any State of the United States and Only (A) to Parent, the Issuer or Any of Its Subsidiaries, (B) Pursuant to a Registration Statement Which Has Become Effective Under the Securities Act, (C) to a Qualified Institutional Buyer in Compliance With Rule 144a Under the Securities Act,